Children with language impairment (LI) have been shown to be at risk for reading disability (RD) and behavior disorder (BD). Previous research has not determined the specific pattern of these conditions associated with LI. This study sought to determine if the behavior disorder and reading problems represented different outcomes or if these conditions occurred together when found with LI. A group of 581 second-grade children, including 164 children with LI, were examined for spoken language, reading, and behavior disorder. The data for each of these areas were examined as dimensional traits and as clinical categorical traits. Reading and spoken language were found to be strongly correlated (r = .68); RD was found in 52 % of the children with LI and in only 9 % of the controls. Scores of parent ratings for BD were also significantly correlated with spoken language scores (r = .29). Clinical levels of BD were found in 29% of the children with LI and 19% of the controls. An examination of the co-occurrence of clinical levels of BD, RD, and LI showed BD in children with LI to be conditioned by the child's reading status. The data indicated that whereas RD was directly associated with BD, the association of LI with BD required the mediation of RD.